8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 2, 2026 |
BIOATLA, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39787 |
85-1922320 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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11085 Torreyana Road |
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San Diego, California |
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92121 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 858 558-0708 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share |
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BCAB |
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The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On April 2, 2026, BioAtla, Inc. (the “Company”) filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in connection with the previously announced Agreement and Plan of Merger, as amended from time to time, including pursuant to Amendment No. 1 to Agreement and Plan of Merger, between the Company and BA Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), which was adopted by the Board of Directors of the Company and executed by the parties thereto on January 30, 2026. Pursuant to the Certificate of Merger, the Merger (as defined below) will become effective on April 6, 2026, at 12:01 a.m. Eastern Time (the “Effective Time”).
At the Effective Time, (i) Merger Sub will merge with and into the Company, with the Company surviving (the “Merger”), and (ii) every fifty (50) shares of common stock of the Company issued and outstanding, or held as treasury stock, will be converted into one (1) share of common stock of the surviving corporation, which shall be the Company.
The foregoing description of the Certificate of Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Merger, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BioAtla, Inc. |
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Date: |
April 2, 2026 |
By: |
/s/ Christian Vasquez |
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Christian Vasquez
Chief Financial Officer |
CERTIFICATE OF MERGER MERGING
BA MERGER SUB, INC.
WITH AND INTO
BIOATLA, INC.
(Pursuant to Section 251 of the
Delaware General Corporation Law)
BioAtla, Inc., a corporation organized and existing under the Delaware General Corporation Law, does hereby certify:
FIRST: The name and state of incorporation of each of the constituent corporations in the merger are:
(i) BA Merger Sub, Inc., which is incorporated under the laws of the State of Delaware; and
(ii) BioAtla, Inc., which is incorporated under the laws of the State of Delaware (the “Company”).
SECOND: An Agreement and Plan of Merger as amended from time to time, including pursuant to Amendment No. 1 to Agreement and Plan of Merger (the “Merger Agreement”), has been approved, adopted, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the Delaware General Corporation Law (the “DGCL”) and, in the case of BA Merger Sub, Inc., Section 228 of the DGCL.
THIRD: The Company shall be the surviving corporation in the merger, and the name of such surviving corporation shall be BioAtla, Inc.
FOURTH: Upon effectiveness of the merger in accordance with Section 251 of the DGCL, the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the effectiveness of the merger, shall be the Amended and Restated Certificate of Incorporation of the surviving corporation.
FIFTH: An executed copy of the Merger Agreement between the constituent corporations is on file at an office of the surviving corporation, the address of which is: 11085 Torreyana Road, San Diego, California 92121.
SIXTH: A copy of the Merger Agreement between the constituent corporations will be furnished by the surviving corporation, on request, and without cost, to any stockholder of any constituent corporation.
SEVENTH: This Certificate of Merger shall become effective on April 6, 2026 at 12:01 a.m. Eastern Time.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed by its undersigned duly authorized officer on the date set forth below.
BIOATLA, INC.
By: /s/ Jay M. Short, Ph.D.
Name: Jay M. Short, Ph.D.
Title: Chief Executive Officer
Date of Execution: April 2, 2026
